Groupon Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

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[{"type":"text","content":" CHICAGO--(BUSINESS WIRE)--\nGroupon, Inc. (“Groupon”) (NasdaqGS: GRPN) today announced its intention to offer, subject to market and other conditions, $200,000,000 aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Groupon also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $30,000,000 principal amount of notes.\n\nThe notes will be senior unsecured obligations of Groupon and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, shares of Groupon’s common stock (“common stock”) or a combination of cash and shares of Groupon’s common stock, at Groupon’s election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.\n\nGroupon intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below. Groupon intends to use the remainder of the net proceeds, together with cash on hand, to repay or repurchase, at or prior to maturity, its existing 3.25% Convertible Senior Notes due April 2022.\n\nIn connection with the pricing of the notes, Groupon expects to enter into capped call transactions with respect to the notes with one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of our common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce potential dilution to Groupon’s common stock upon any conversion of the notes and/or offset any cash payments Groupon is required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap. If the initial purchasers of the notes exercise their option to purchase additional notes, Groupon expects to enter into additional capped call transactions with the option counterparties.\n\nGroupon expects that, in connection with establishing their initial hedges of the capped call transactions, the option counte...

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